“You”/”Your”/”Yourself”/”User” means the user of the Website and/or customer of the Services.

“Services” means any services offered by Cloudways Ltd. on its Website including but not limited to cloud application deployment, management and infrastructure management.

Preliminary

These terms of service (the Terms) relate to your use of the Services provided by Cloudways Ltd. under the domain name cloudways.com (‘the Website’)

We have the right to revise and amend these Terms and/or the Services from time to time to reflect changes in market conditions affecting our business, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements and changes in our system’s capabilities or for any other reason in our sole discretion which we may decide. Your continued access to or use of the Website and/or the Services constitutes your acceptance of any such change and/or amendment.

In using the Website and/or the Services, you agree as follows,

1) Acceptance of the Terms. Your continued access to or use of the Website and/or the Services constitutes your acceptance of our Acceptable Use Policy, of our Privacy Policy, of our SLA and these Terms. Certain Services may require additional terms and conditions in which case your clicking of “I ACCEPT” buttons and/or other prompts and/or any other similar methods of acquiring your consent will constitute your acceptance of the said terms and conditions.

2) You may not use the Services and may not accept the Terms if

a) You are not of legal age to form a binding contract between yourself and Cloudways, or

b) You are a person barred from receiving the Services under the laws of Republic of Malta or other countries including the country in which you are resident or from which you use/ will use the Services. Cloudways Ltd. provides valued added service via various third party cloud providers and applications. As a client of Cloudways Ltd. you agree to uphold the license / user agreements of any such cloud providers and application providers to the extent it applies to your use of any services offered by Cloudways Ltd. Please also read any cloud services and applications license agreements as may be applicable. As a user of Cloudways Ltd. services, you agree to uphold the terms of any such cloud services and applications license agreement to whatever extent they apply to your usage of cloud services, applications and/or Services

PLEASE KEEP IN MIND THAT SOME OF THE CONTENT THAT WE MAKE AVAILABLE TO YOU THROUGH CLOUDWAYS SERVICES MAY ORIGINATE FROM THIRD PARTY CLOUD SERVICES AND APPLICATIONS. ALL SUCH THIRD PARTY CONTENT IS PROVIDED TO YOU “AS IS.” AND YOUR USE THEREOF MAY BE SUBJECT TO CHANGE AND/OR REMOVAL AT ANY TIME BEYOND THE CONTROL OF Cloudways LTD. CLOUDWAYS LTD. SHALL UNDER NO CIRCUMSTANCES WHATSOEVER ACCEPT LIABILITY RESULTING FROM YOUR USE OF ANY SUCH THIRD PARTY SERVICES AND/OR CONTENT.

1. You must provide accurate and complete registration information any time you register to use any of the Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Cloudways Ltd. immediately. Accordingly, you agree that you will be solely responsible for all activities which occur under your account.

2. You agree to use the application only for purposes that are permitted by (a) the Terms and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the England or other relevant countries).

3. You may neither share nor re-sell your Cloudways account to any third parties.

4. Unless you have been specifically permitted to do so in a separate agreement with Cloudways Ltd., you agree that you will not reproduce, duplicate, copy, sell, trade or resell the Services for any purpose.

5. You agree not to engage in any activity that interferes with or disrupts the Services (or the servers and networks which are connected to the Services).

6. Any license to use any third-party applications is granted directly from the original provider of the third-party application(s) directly to you. You agree to abide by all the terms and conditions of any such license. You will be solely responsible for paying for and obtaining the rights to any third-party applications you install and/or operate through and/or in connection with the Services, and for compliance with the applicable terms and conditions of each third-party application license.

7. Some of the Services require that you establish your own account with one or more third party cloud providers. You will be solely responsible for paying for and establishing an account ("Customer Cloud Provider Account") with each third-party Cloud Provider you select, and for compliance with the terms of use applicable thereto. You agree to abide by the terms of service and acceptable use policy (AUP) of each third-party Cloud Provider that you use through the Services. You must provide Cloudways Ltd. with your Customer Cloud Provider Account credentials (the "CP Key") that are necessary for Cloudways Ltd. to access and manage your use of the third-party Cloud Provider servers, including, without limitation, accessing servers as necessary to identify or resolve technical problems or to respond to any issues related to or connected with the Services. Cloudways Ltd. will use reasonable efforts to maintain the confidentiality and security of your CP Keys.

8. Cloudways Ltd. has also established its own accounts ("Cloudways Provider Accounts") with one or more third-party cloud providers, which Cloudways Ltd. may use to provide you with the services. Cloudways Ltd. will be responsible for paying for and establishing the account with such Cloud Providers, provided that you will be responsible for paying Cloudways Ltd. the portion of the Cloud Provider fees allocated to you (of which you will be notified in advance), and for compliance with the terms of use applicable thereto.

9. Cloudways Ltd. may offer (or act as intermediary in the offering of) certain application trials including the ability for you to install the said applications on a temporary basis for trial purposes. YOU ACKNOWLEDGE THAT THESE SERVERS AND APPLICATIONS ARE INTENDED TO BE TEMPORARY INSTALLATIONS AND THAT CLOUDWAYS LTD. MAY DELETE APPLICATIONS AND SHUT DOWN RELEVANT SERVERS AT ANY TIME

Limitation of liability

Under no circumstances and under no legal theory, whether tort (including negligence), contract, or otherwise, shall Cloudways Ltd. or any other contributor or supplier of Cloudways Ltd., be liable to any person for any indirect, special, incidental, or consequential damages of any kind including, without limitation, damages for loss of goodwill, work stoppage, interruption of the services. computer failure or malfunction ,loss of data, or any and all other commercial damages or losses, even if such party shall have been informed of the possibility of such damages. You further understand and agree that while every reasonable precautions shall be undertaken by Cloudways Ltd., WE are not /shall not be responsible for any loss or damage incurred by you, including but not limited to loss or damage as a result of:

1. Any changes to the Services made by Cloudways Ltd., or any temporary or permanent cessation in the provision of the Services (or any features within the Services),

2. The deletion of, corruption of, or failure to store, any content and other communications data maintained or transmitted by or through your use of service.

3. Interruption of services, malware (including viruses and/or Trojans) and/or other errors over which Cloudways Ltd. has no control,

4. Any third party services and/or content of any kind. You understand that any hyperlinks to third party websites shall be regulated by the terms and conditions of third parties and that access to/use of such third party website shall be at your own risk.

Without prejudice to the foregoing, should a court of law or other adjudicating body still find against Cloudways Ltd. regarding any matter relating to the Services, Cloudway Ltd.’s maximum liability against the claimant shall not exceed the total amount in fees which the claimant was paying/shall pay for six months of the Services in question.

Mutual Confidentiality

Both parties (Cloudways Ltd. and User) agree not to disclose to any third party, confidential information of Cloudways Ltd., User, except as may be necessary for Cloudways Ltd. to offer the Services.Both parties further agrees that they will not use, remove, transfer, transmit, reproduce or otherwise deal with confidential information or other tangible or intangible property of either party, except for the sole purpose of performing the Services.

General Legal Terms

1. Cloudways Ltd. may make changes to the Terms from time to time. When these changes are made, Cloudways Ltd. will make a new copy of the Terms available at http://www.cloudways.com/terms.php. You understand and agree that if you use the Services after the date on which the Terms have changed, Cloudways Ltd. will treat your use as acceptance of the updated Terms.

2. If Cloudways Ltd. provides you with a translation of the English language version of these Terms, the English language version of these Terms will prevail over any other language version in case of any conflict.

3. Cloudways Ltd. is constantly striving to better its product offering and will contact the User using the email provided after signup for these and other purposes: sending welcome emails, sending password reset information, notification of billing, follow-up on signup, and for other messaging needs; all the above in full compliance with Maltese data protection legislation.

4. User irrevocably agrees to accept all notices, of whatever nature, legal or otherwise, by electronic mail or other digital delivery system at the discretion of Cloudways Ltd. for any matter or any proceeding for which notice is required.

5. The Services may include hyperlinks to other websites, content or resources. Cloudways Ltd. may have no control over any web sites or resources which are provided by companies or persons other than Cloudways Ltd.. The User agrees to be bound exclusively by the terms and conditions of any such third party web site.

6. You acknowledge and agree that Cloudways Ltd. is not responsible for the availability of any such external sites or resources as described in (5.), and does not endorse any advertising, products or other materials on or available from such websites or resources

7. You agree that if Cloudways Ltd. does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Cloudways Ltd. has the benefit of under any applicable law), this will not be taken to be a formal waiver of Cloudways Ltd. rights and that those rights or remedies will still be available to Cloudways Ltd..

8. Cloudways Ltd. employs industry standards technology and best practices to store and protect your Cloud and Application login information. In no case shall Cloudways Ltd. be held liable for any damages incurred as a result of such network or software related breach. In case of a breach Cloudways Ltd. will immediately notify you via email or phone call, as Cloudways Ltd. deems sufficient, to take necessary actions on your end.

9. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable.

10. Cloudways Ltd. may automatically back up and shut down applications and servers at various times, including without limitation, when you log out of the Service, if you do not respond to a prompt after a certain period of time, or if you explicitly request, or if Cloudways Ltd. detects that your application or server is malfunctioning. The data and software backed up during this process (a "Backup") can be restored, but such restoration is not guaranteed to reproduce the exact state of the application or server at the time the Backup was created, particularly if you have used the "terminal" capability or otherwise directly accessed the Server.

11. Cloudways Ltd. reserves the right to modify or discontinue the features, functionality and other attributes of the Services at any time in its sole discretion. You acknowledge and agree that Cloudways Ltd. will not be liable to you in connection with its modification or discontinuation of the Services.

PowerCloud Managed Support

Fullyu Managed support (at infrastructure and application level) will only be available to customers who are either subscribed to Custom/Powercloud Services.

What is included in PowerCloud Managed Support?

Cloudways Management Services include a standard set of features which are detailed here

PowerCloud Managed Services Billable Period

If a Custom/PowerCloud customer subscribes for Cloudways managed services, he/she will be liable to pay full management charges for the continuing month even if he/she unsubscribes the next day or before the management period ends.

PowerCloud Managed Services Reasonable Use

There is no strict limitation in the number of support hours that our managed customers can make use of. However, as part of our business processes, we keep track of the customer's history usage of our managed services.

Specifically, we set a minimum per hour rate that we aim at offering our Managed service for. Currently this rate is €12/h. If a customer goes below this hourly rate during THREE CONSECUTIVE MONTHS or during a total of SIX MONTHS in a year, we reserve the right to re-negotiate the terms of our engagement.

Governing Law

These Terms of Use are governed by and construed in accordance with Maltese law. Any dispute (including non-contractual disputes) arising from these Terms of Use shall be subject to the exclusive jurisdiction of the Maltese courts or other adjudicating bodies.